0001194794-19-000041.txt : 20190225
0001194794-19-000041.hdr.sgml : 20190225
20190225200059
ACCESSION NUMBER: 0001194794-19-000041
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190222
FILED AS OF DATE: 20190225
DATE AS OF CHANGE: 20190225
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: STARNES WILLIAM STANCIL
CENTRAL INDEX KEY: 0001198157
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-16533
FILM NUMBER: 19631269
MAIL ADDRESS:
STREET 1: P O BOX 598512
CITY: BIRMINGHAM
STATE: AL
ZIP: 35259-8512
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: PROASSURANCE CORP
CENTRAL INDEX KEY: 0001127703
STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331]
IRS NUMBER: 631261433
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 100 BROOKWOOD PLACE
CITY: BIRMINGHAM
STATE: AL
ZIP: 35209
BUSINESS PHONE: 2058774400
4
1
wf-form4_155114284473010.xml
FORM 4
X0306
4
2019-02-22
0
0001127703
PROASSURANCE CORP
PRA
0001198157
STARNES WILLIAM STANCIL
C/O PROASSURANCE CORPORATION
100 BROOKWOOD PLACE
BIRMINGHAM
AL
35209-6811
1
1
0
1
Chairman
CEO & President
Common Stock
2019-02-22
4
M
0
16180
43.70
A
212712
D
Restricted Stock Units
2019-02-22
4
A
0
5720
0
A
Common Stock
5720.0
5720
D
Restricted Stock Units
Common Stock
7772.0
7772
D
Restricted Stock Units
Common Stock
90.0
90
D
Restricted Stock Units
Common Stock
93.0
93
D
Payout of Performance Shares awarded to the reporting person upon completion of a three year performance period at year-end 2018. The Compensation Committee of the ProAssurance Corporation Board of Directors reviewed the company's performance against the defined criteria and approved this award. The Compensation Committee is comprised solely of independent, non-employee directors.
Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issuable from the ProAssurance Corporation 2014 Equity Incentive Compensation Plan. The RSUs will vest if the reporting person remains continuously employed by ProAssurance or one of its subsidiaries until December 31, 2021 (three years from date of grant). Vesting will accelerate upon termination of employment as the result of (i) death; (ii) disability; or (iii) Good Reason, as defined in the reporting person's employment agreement with ProAssurance Corporation, or by action of the Compensation Committee of the ProAssurance Corporation Board of Directors. The RSUs will be settled in shares of ProAssurance Common Stock and in cash, with the cash portion being approximately equal to the federal, state, and local taxes.
Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issuable from the ProAssurance Corporation 2014 Equity Incentive Compensation Plan. The RSUs will vest if the reporting person remains continuously employed by ProAssurance or one of its subsidiaries until December 31, 2020 (three years from date of grant). Vesting will accelerate upon termination of employment as the result of (i) death; (ii) disability; or (iii) Good Reason, as defined in the reporting person's employment agreement with ProAssurance Corporation, or by action of the Compensation Committee of the ProAssurance Corporation Board of Directors. The RSUs will be settled in shares of ProAssurance Common Stock and in cash, with the cash portion being approximately equal to the federal, state, and local taxes.
RSU's are equal in value to one share of Common Stock, issued on 10/5/17 under the 2014 Equity Incentive Plan and acquired under terms of the ProAssurance Corporation 2011 Employee Stock Ownership Plan. The RSUs vest upon the sooner of three years of continuous employment, termination of employment by reason of death or disability, for "good reason," or a change of control of the Company. If a participant terminates employment more than twelve months but less than three years from the date of grant, the RSUs will partially vest based on the number of days that the participant was employed in the vesting period. Any RSUs that are unvested on termination of employment will be forfeited. In addition, if a participant withdraws shares purchased for his or her account, matching unvested RSUs will be forfeited. Upon vesting, we will pay the RSUs in shares of our Common Stock from those shares reserved for issuance under the 2014 Equity Incentive Plan with the value established at vesting.
RSU's are equal in value to one share of Common Stock, issued on 10/5/16 under the 2014 Equity Incentive Plan and acquired under terms of the ProAssurance Corporation 2011 Employee Stock Ownership Plan. The RSUs vest upon the sooner of three years of continuous employment, termination of employment by reason of death or disability, for "good reason," or a change of control of the Company. If a participant terminates employment more than twelve months but less than three years from the date of grant, the RSUs will partially vest based on the number of days that the participant was employed in the vesting period. Any RSUs that are unvested on termination of employment will be forfeited. In addition, if a participant withdraws shares purchased for his or her account, matching unvested RSUs will be forfeited. Upon vesting, we will pay the RSUs in shares of our Common Stock from those shares reserved for issuance under the 2014 Equity Incentive Plan with the value established at vesting.
Frank B. O'Neil, POA for the Reporting Person
2019-02-25